**Exhibit 31.2**

 

**Sarbanes-Oxley Act of2002 Section 302(a) Certification of Chief Financial Officer**

 

I, Douglas E. Pritchett, certify that:

 

1.                                       I have reviewed this quarterly reporton Form 10-Q of Avocent Corporation;

 

2.                                       Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.                                       The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have:

 

(a)                                  Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)                                 Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(c)                                  Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                                       The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

(a)                                  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting  which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date: October 31, 2003 |                                                                                           |
|------------------------|------------------------------------------------------------------------------------------------|
|                   |                                                                                           |
|                   | /s/  Douglas E. Pritchett                                                                      |   |
|                   | Douglas E. Pritchett                                                                           |
|                   | Senior  Vice President of Finance, Chief Financial  Officer, Treasurer and Assistant Secretary |

 

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